Boot Barn Holdings, Inc. — Director's Dealing 2021

May 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Boot Barn Holdings, Inc. (BOOT)
CIK: 0001610250
Period of Report: 2021-05-20

Reporting Person: Grijalva Laurie Marie (Chief Merchandise Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-20	Common Stock	F	849	$71.62	Disposed	4104	Direct
2021-05-21	Common Stock	M	20500	$7.11	Acquired	24604	Direct
2021-05-21	Common Stock	S	20500	$73.1809	Disposed	4104	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-21	Options	$7.11	M	20500	Disposed	2024-05-20	Common Stock (20500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15766	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$6.15	2025-06-05	Common Stock (20247)	20247	Direct
Options	$20.94	2030-05-21	Common Stock (11924)	11924	Direct
Options	$23.92	2026-05-24	Common Stock (28667)	28667	Direct
Options	$24.08	2030-05-21	Common Stock (12727)	12727	Direct
Options	$28.63	2029-05-20	Common Stock (12429)	12429	Direct

Footnotes

F1: On May 20, 2021, in connection with the vesting of shares underlying an aggregate of 1,710 previously disclosed restricted stock units awarded on May 20, 2016 and May 20, 2019 with vesting on May 20 of each year during the applicable vesting period, the issuer withheld 849 shares of common stock to satisfy withholding taxes due in connection with such vesting. Such shares had a market value of $71.62 per share, the closing price of the common stock on the vesting date. Amount of securities beneficially owned consists of the number of shares of common stock held by the reporting person as of May 20, 2021, including the shares awarded in connection with such vesting, but excluding any shares of common stock subject to further vesting conditions. See Note 3 below.

F2: Reflects the weighted average price of sales on May 21, 2021. The shares were sold in multiple transactions at prices ranging from $72.33 to $73.91, inclusive. The reporting person undertakes to provide to Boot Barn Holdings, Inc., any security holder of Boot Barn Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

F3: Consists of the total number of shares of common stock underlying restricted stock units held by the reporting person as of May 21, 2021 that remain subject to time-based vesting.

F4: The options were granted under the Company's 2014 Equity Incentive Plan and are subject to vesting over a five-year period in equal annual installments on each anniversary of the grant date.

F5: The options were granted under the Company's 2014 Equity Incentive Plan and are subject to vesting over a four-year period in equal annual installments on each anniversary of the grant date